[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024

[Christian de Larrinaga]

That's not the issue if I've understood what people are asking. The
message appears to be ISOC is looking increasingly like a "black box" to
the community saying it is treated as consumers rather than as an
integral part of the decision and governance making process.



vinton cerf via Chapter-delegates <chapter-delegates at elists.isoc.org> writes:

> The foundation is formally a supporting organization under nonprofit tax
> law.
> V
>
> On Thu, Oct 10, 2024, 12:35 Eduardo Diaz via Chapter-delegates <
> chapter-delegates at elists.isoc.org> wrote:
>
>> IIona:
>>
>> From your email, I understand there is no formal "contract for services"
>> between ISOC and the ISOC Foundation. Is my interpretation correct?
>>
>> -ed
>> ISOC Puerto Rico
>>
>> On Thu, Oct 10, 2024 at 12:04 PM Ilona Levine via Chapter-delegates <
>> chapter-delegates at elists.isoc.org> wrote:
>>
>>> Hi Olivier,
>>>
>>>
>>>
>>> Thank you for your follow up email. I think the use of the term
>>> "outsourcing" in the email below might have caused some confusion.  You
>>> mentioned you are familiar with the “supporting organizations” and how they
>>> operate, but it might also be helpful for me to provide some additional
>>> background for others.
>>>
>>> As you know, the relationship between supporting and supported
>>> organizations is not a vendor or contractor relationship. Though
>>> the Foundation is a separate corporation, it is a controlled subsidiary of
>>> ISOC, not a third-party service provider or outside contractor.  So ISOC is
>>> not “outsourcing” to the Foundation but instead, the two entities cooperate
>>> to achieve the mission of the Internet Society.  In other words, as a
>>> supporting organization, the Foundation’s purpose is to operate for the
>>> benefit of, and to support, ISOC. In furtherance of that purpose, the
>>> Foundation conducts programs and activities that benefit ISOC and furthers
>>> ISOC’s mission. For example, the Foundation engages in communications
>>> activities at the direction of and to the benefit of ISOC.
>>>
>>> As you also know based on your extensive experience with nonprofits, the
>>> Internet Society Board develops the overall strategy for ISOC. Internet
>>> Society management then develops its action plan and in turn, works with
>>> the Foundation to ensure that it, as a supporting organization, provides
>>> the support necessary to achieve ISOC’s goals. The Foundation does that
>>> through its own action plan, which sets out objectives for all of its
>>> functions, including the communications function.  So the Board sets the
>>> strategy, Internet Society management creates the action plans, and the
>>> Foundation management allocates resources to support those plans as
>>> necessary.
>>>
>>>
>>>
>>> After the approval of the 2025 action plans, ISOC will share them with
>>> the community.  As discussed earlier, part of that will be Chris presenting
>>> to this community how the communications group will be tackling its work in
>>> the upcoming year.
>>>
>>>
>>>
>>> Best regards,
>>>
>>> Ilona
>>>
>>>
>>>
>>> *From: *Olivier MJ Crépin-Leblond <ocl at gih.com>
>>> *Date: *Tuesday, October 8, 2024 at 8:47 AM
>>> *To: *Ilona Levine <levine at isoc.org>, Ted IETF <ted.ietf at gmail.com>
>>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>, Sally
>>> Wentworth <wentworth at isoc.org>
>>> *Subject: *Re: Follow-up on Chapters Advisory Council Meeting of 17
>>> September 2024
>>>
>>>
>>>
>>> Dear Ilona,
>>>
>>> Further to our discussion two weeks ago regarding the definition of the
>>> relationship between the Internet Society and the Internet Society
>>> Foundation, in the absence of your response, I wish to reiterate the need
>>> for a clear outsourcing agreement between these entities. It is recognised
>>> as good business practice internationally to establish such agreements to
>>> delineate respective liabilities in the execution of these contracts.
>>>
>>> Responding to your note: "*All necessary legal documents, including
>>> agreements, have been put in place to respect the separate nature of the
>>> two organizations.*"
>>>
>>> All I am asking is for them to be shared. If that is not possible, even
>>> in a redacted manner, for whatever reason, then please provide a list of
>>> the agreements to which you refer, including the date of the agreement, the
>>> name of the agreement, the signatory parties, and a brief description of
>>> each agreement.
>>>
>>> Looking forward to your prompt response.
>>>
>>> Kindest regards,
>>>
>>> Olivier Crépin-Leblond
>>>
>>>
>>> On 24/09/2024 17:22, Olivier MJ Crépin-Leblond wrote:
>>>
>>> Dear Ilona,
>>>
>>> Many thanks for your follow-up.
>>>
>>> The thread may not have come all through. During the Chapter Advisory
>>> Council call, Ted mentioned the transfer of some responsibilities in
>>> relation to Communications from the Internet Society to the Internet
>>> Society Foundation. My initial question to Ted was in regards to the
>>> outsourcing agreement as follows:
>>>
>>>
>>>
>>> *"I was previously unaware of this change. Although the Internet Society
>>> Foundation may have been designated by the Internet Society as a
>>> "supporting organisation" of the Internet Society, it remains a distinct
>>> and separate legal entity. Therefore, I assume that any "outsourcing" of
>>> responsibilities such as Marketing and/or Communications would be defined
>>> in a written "contract for services" between the Parties setting out
>>> (inter-alia) the terms, rights, and obligations of each Party. Could you
>>> please provide the terms for such an agreement and any limitations therein?
>>> My principal concern lies in distinguishing between executing the
>>> Communications Plan and drafting the Communications Plan. These are
>>> fundamentally different tasks and would undoubtedly be included in the
>>> "contract for services"".*
>>>
>>> The top level responsibility of the strategy of the Internet Society
>>> remains within the Internet Society. I find it surprising that an
>>> outsourcing entity would be able to dictate that strategy without it being
>>> agreed by the Internet Society itself.
>>> The Internet Society has the opportunity to outsource the execution of
>>> its Communications Plan to a supporting organisation on the basis of terms
>>> and conditions agreed between the parties. This requires outsourcing
>>> agreement(s) in order to know where the boundaries and responsibilities are
>>> between the two organisations, including their respective liabilities in
>>> the execution of these agreement(s).
>>>
>>> For example:
>>>
>>>
>>> Key Components of an Outsourcing Communications Agreement
>>>
>>>    1. *Introduction and Definitions*:
>>>
>>>
>>>    - Clearly define the parties involved.
>>>       - Provide definitions for key terms used throughout the agreement.
>>>
>>>
>>>    2. *Scope of Services*:
>>>
>>>
>>>    - Detail the specific services to be outsourced.
>>>       - Include service level agreements (SLAs) to set performance
>>>       standards.
>>>
>>>
>>>    3. *Term and Termination*:
>>>
>>>
>>>    - Specify the duration of the agreement.
>>>       - Outline conditions for termination by either party.
>>>
>>>
>>>    4. *Pricing and Payment Terms*:
>>>
>>>
>>>    - Define the pricing structure and payment schedule.
>>>       - Include any penalties for late payments or performance failures.
>>>
>>>
>>>    5. *Confidentiality and Data Protection*:
>>>
>>>
>>>    - Ensure compliance with data protection laws.
>>>       - Include confidentiality clauses to protect sensitive information.
>>>
>>>
>>>    6. *Intellectual Property Rights*:
>>>
>>>
>>>    - Clarify the ownership of any intellectual property created during
>>>       the agreement.
>>>
>>>
>>>    7. *Warranties and Liability*:
>>>
>>>
>>>    - Outline the warranties provided by the service provider.
>>>       - Define the liability limits for both parties.
>>>
>>>
>>>    8. *Monitoring and Reporting*:
>>>
>>>
>>>    - Establish how performance will be monitored and reported.
>>>       - Include provisions for regular review meetings.
>>>
>>>
>>>    9. *Dispute Resolution*:
>>>
>>>
>>>    - Specify the process for resolving disputes.
>>>       - Include mediation or arbitration clauses if applicable.
>>>
>>>
>>>    10. *Exit Management*:
>>>
>>>
>>>    - Plan for the transition of services back to the company or to
>>>       another provider.
>>>       - Include provisions for the transfer of data and assets.
>>>
>>>
>>>
>>> I trust that you mentioned: "All necessary legal documents, including
>>> agreements, have been put in place to respect the separate nature of the
>>> two organizations."
>>> Thus I would be interested in its details as explained in my email.
>>>
>>> Kindest regards,
>>>
>>> Olivier
>>>
>>> On 23/09/2024 18:36, Ilona Levine wrote:
>>>
>>> Dear Olivier,
>>>
>>> I understand that the nature of your request is to assist the Chapters
>>> Advisory Council and Chris Locke in preparation to his session on the
>>> communication plan. The agreement in place since 2018 between the
>>> Foundation and Internet Society focuses on the legal obligations in line
>>> with the Foundation's role as a 509(a)(3) and therefore, won’t be useful
>>> for that purpose.
>>>
>>> Best regards,
>>>
>>> Ilona
>>>
>>>
>>>
>>> *From: *Olivier MJ Crépin-Leblond <ocl at gih.com> <ocl at gih.com>
>>> *Date: *Sunday, September 22, 2024 at 8:52 AM
>>> *To: *Ilona Levine <levine at isoc.org> <levine at isoc.org>, Ted IETF
>>> <ted.ietf at gmail.com> <ted.ietf at gmail.com>
>>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
>>> <Chapter-delegates at elists.isoc.org>, Sally Wentworth <wentworth at isoc.org>
>>> <wentworth at isoc.org>
>>> *Subject: *Re: Follow-up on Chapters Advisory Council Meeting of 17
>>> September 2024
>>>
>>>
>>>
>>> Dear Ilona,
>>>
>>> thank you for clarifying that all necessary legal documents, including
>>> agreements, have been duly executed to respect the separate nature of the
>>> two organisations.
>>>
>>> I am aware of the publication of the original IETF Administration LLC
>>> agreements with the Internet Society, specifically:
>>> IETF-ISOC Funding Agreement (2020)
>>> <https://www.ietf.org/media/documents/IETF_Funding_Agreement_-_Executed_-_20201123.pdf>
>>> IETF-ISOC Funding Agreement Amendment (2020)
>>> <https://www.ietf.org/media/documents/IETF_ISOC_Funding_Amendment_Amendment_-_20201222.pdf>
>>> IETF-ISOC Funding Agreement Amended and Restated (2024)
>>> <https://www.ietf.org/media/documents/ISOC-IETF_Amended_Funding_Agreement_-_20240103_-_Redacted_Executed.pdf>
>>>
>>> These documents are accessible on the IETF Administration LLC’s website
>>> at https://www.ietf.org/administration/overview/.
>>>
>>> Could you kindly confirm whether the agreements between the Foundation
>>> and the Internet Society are also publicly available? I have been unable to
>>> locate them on either website.
>>>
>>> I would appreciate it if you could provide a list of the agreements to
>>> which you refer, including the date of the agreement, the name of the
>>> agreement, the signatory parties, and a brief description of each agreement.
>>>
>>> I look forward to your kind response.
>>>
>>> Kindest regards,
>>>
>>> Olivier
>>>
>>>
>>> On 20/09/2024 19:48, Ilona Levine wrote:
>>>
>>> Hi Olivier, thank you for your follow up email.  You noted that you are
>>> aware of the tax requirements that apply to supporting organizations.
>>> Mainly, those requirements relate to supporting the mission of its
>>> supported entities.  In this case, the Internet Society.
>>>
>>>
>>>
>>> As part of that support, the Foundation provides grants to other
>>> organizations that have missions consistent with the Internet Society’s in
>>> order to fund programs that further the Internet Society’s purposes. The
>>> Foundation also engages in activities that support Internet Society
>>> directly. For example, the Foundation engages in fundraising and
>>> communication activities for the benefit of the Internet Society.
>>>
>>>
>>>
>>> As you also pointed out, the Foundation is a separate legal entity.  It
>>> is a controlled subsidiary of Internet Society.  All necessary legal
>>> documents, including agreements, have been put in place to respect the
>>> separate nature of the two organizations.
>>>
>>>
>>>
>>> I trust this answers your question.
>>>
>>>
>>>
>>> Best regards,
>>>
>>> Ilona
>>>
>>>
>>>
>>> *Ilona Levine,* SVP, General Counsel and Corporate Secretary
>>>
>>> levine at isoc.org|
>>> internetsociety.org | @internetsociety
>>>
>>> Donate today. <https://bit.ly/3nUsQmJ>
>>>
>>> *Help protect the Internet for everyone.*
>>>
>>>
>>>
>>> [image:
>>> https://backchannel.internetsociety.org/wp-content/uploads/2020/01/image001.png]
>>>
>>> This communication is the property of the Internet Society and may
>>> contain confidential or privileged information.  Unauthorized use of this
>>> communication is strictly prohibited.  If you have received it in error,
>>> please notify the sender by reply e-mail and destroy all copies of the
>>> communication and any attachments.
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> *From: *Olivier MJ Crépin-Leblond <ocl at gih.com> <ocl at gih.com>
>>> *Date: *Friday, September 20, 2024 at 11:38 AM
>>> *To: *Ted IETF <ted.ietf at gmail.com> <ted.ietf at gmail.com>, Ilona Levine
>>> <levine at isoc.org> <levine at isoc.org>
>>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
>>> <Chapter-delegates at elists.isoc.org>, Sally Wentworth <wentworth at isoc.org>
>>> <wentworth at isoc.org>
>>> *Subject: *Re: Follow-up on Chapters Advisory Council Meeting of 17
>>> September 2024
>>>
>>>
>>>
>>> Dear Ted,
>>>
>>> thank you for your follow-up on this matter. I am aware of the special
>>> tax terms in relation to "supporting organisations".
>>>
>>> That being said, the Internet Society Foundation is a distinct and
>>> separate legal entity to the Internet Society, irrespective of the
>>> relationship between them. As a result, any outsourcing task undertaken by
>>> one, for the other entity, would be defined in a contract, whether written,
>>> verbal or otherwise. If not, there is a lack of clarity and expectations
>>> about the relationship, which brings potential liability and risk that both
>>> entities are subjected to, in relation to the other's actions. Any lawyer
>>> would tell you that it is highly advisable to have a written contract, if
>>> only for legal protection.
>>>
>>> Thanks for letting me know that you are travelling. I am copying
>>> President and CEO Sally Wentworth in case you're unavailable for a length
>>> of time.
>>>
>>> Kindest regards,
>>>
>>> Olivier
>>>
>>> On 20/09/2024 13:12, Ted Hardie wrote:
>>>
>>> Hi Olivier,
>>>
>>>
>>>
>>> A supporting organization is a term of art in US tax law, please see:
>>>
>>>
>>>
>>>
>>> https://www.irs.gov/charities-non-profits/charitable-organizations/supporting-organizations-requirements-and-types
>>>
>>>
>>>
>>> and
>>>
>>>
>>>
>>>
>>> https://www.irs.gov/charities-non-profits/section-509a3-supporting-organizations
>>>
>>>
>>>
>>> Explaining how the two relate is complicated enough that there are legal
>>> briefs on it; I have cc'ed the Society's chief counsel in case you would
>>> like that level of detail.  The summary, however, is that a supporting
>>> organization is a charity because it supports the charitable purpose of the
>>> main organization.  As a result, it can provide services to the main
>>> organization under the special tax rules noted above.
>>>
>>>
>>>
>>> Note that I am traveling and will generally be slow to respond for a few
>>> days, but hopefully the links above will get you started and Ilona can
>>> provide more detailed legal information as needed.
>>>
>>>
>>>
>>> regards,
>>>
>>>
>>>
>>> Ted Hardie
>>>
>>>
>>>
>>>
>>>
>>> On Fri, Sep 20, 2024 at 6:24 AM Olivier MJ Crépin-Leblond <ocl at gih.com>
>>> wrote:
>>>
>>> Dear Ted,
>>>
>>>
>>> During this week’s Chapters Advisory Council call, you mentioned that the
>>> Internet Society Foundation, as a "supporting organisation" of the Internet
>>> Society, is managing the communications department for the Internet
>>> Society.
>>>
>>> Upon seeking clarification, you explained that the Internet Society
>>> Foundation comprises two elements: one philanthropic (grant-making) and the
>>> other as a "supporting organisation" of the Internet Society. "This implies
>>> that many of the supporting functions for the Internet Society as a whole
>>> are now part of the Foundation, primarily because the Foundation can
>>> provide these services to the Internet Society at no cost".
>>>
>>> You further elaborated that this "arrangement" allows the Internet
>>> Society to allocate its budget more effectively.
>>>
>>> I was previously unaware of this change. Although the Internet Society
>>> Foundation may have been designated by the Internet Society as a
>>> "supporting organisation" of the Internet Society, it remains a distinct
>>> and separate legal entity. Therefore, I assume that any "outsourcing" of
>>> responsibilities such as Marketing and/or Communications would be defined
>>> in a written "contract for services" between the Parties setting out
>>> (inter-alia) the terms, rights, and obligations of each Party. Could you
>>> please provide the terms for such an agreement and any limitations therein?
>>>
>>> My principal concern lies in distinguishing between executing the
>>> Communications Plan and drafting the Communications Plan. These are
>>> fundamentally different tasks and would undoubtedly be included in the
>>> "contract for services".
>>>
>>> The "contract for services" (together with any relevant supporting
>>> information) will be helpful input for both the Chapters Advisory Council
>>> and also for Chris Locke and his Team (including for the current "branding"
>>> presentations) in preparation for the promised session from Chris Locke to
>>> the Chapters Advisory Council.
>>>
>>> I look forward to your response and to receiving a copy of the "contract
>>> for services" agreement, together with any relevant supporting information
>>> as requested above.
>>>
>>> Kindest regards,
>>>
>>> Olivier
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> _______________________________________________
>>> As an Internet Society Chapter Officer you are automatically subscribed
>>> to this list, which is regularly synchronized with the Internet Society
>>> Chapter Portal (AMS): https://community.internetsociety.org.
>>> -
>>> View the Internet Society Code of Conduct:
>>> https://www.internetsociety.org/become-a-member/code-of-conduct/
>>>
>>
>>
>> --
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>> _______________________________________________
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>> Chapter Portal (AMS): https://community.internetsociety.org.
>> -
>> View the Internet Society Code of Conduct:
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>>
> _______________________________________________
> As an Internet Society Chapter Officer you are automatically subscribed
> to this list, which is regularly synchronized with the Internet Society Chapter Portal (AMS): https://community.internetsociety.org.
> -
> View the Internet Society Code of Conduct: https://www.internetsociety.org/become-a-member/code-of-conduct/

-- 
Christian de Larrinaga